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African Life/ Sanlam/ Momentum/ - Changes In Salient Dates And Times In The

Release Date: 08/09/2005 10:30
Code(s): AFI SLM
Wrap Text

African Life/ Sanlam/ Momentum/ - Changes In Salient Dates And Times In The Scheme Of Arrangement To Be Proposed By Sanlam African Life Assurance Company Limited (Incorporated in the Republic of South Africa) (Registration number 1911/003818/06) JSE code: AFI ISIN: ZAE000000246 ("African Life") Sanlam Limited (Incorporated in the Republic of South Africa) (Registration number 1959/001562/06) JSE code: SLM NSX code: SLA ISIN: ZAE000028262 ("Sanlam") Momentum Group Limited (Incorporated in the Republic of South Africa) (Registration number 1904/002186/06) ("Momentum") CHANGES IN SALIENT DATES AND TIMES IN THE SCHEME OF ARRANGEMENT TO BE PROPOSED BY SANLAM Shareholders are referred to the African Life announcement dated 10 August 2005 detailing: the firm intention by Sanlam to acquire the entire issued ordinary shares in African Life other than the ordinary shares held by Sanlam and its subsidiaries (save in so far as any of those companies may hold ordinary shares in African Life on behalf of third parties), the African Life Employee Shareholders Scheme Trust and African Life Investments (Proprietary) Limited; and the proposed disposal by African Life of African Life Health (Proprietary) Limited ("ALH") to Momentum ("the ALH disposal"). African Life shareholders were also informed that the proposed offer by Sanlam would take the form of a scheme of arrangement ("the scheme"). Should the ALH disposal be approved and become unconditional on or before the Friday prior to the Court hearing to sanction the scheme, each African Life ordinary shareholder, other than Sanlam (in respect of those shares held by the Sanlam Group Companies in shareholders" funds), the African Life Employee Shareholders Scheme Trust and African Life Investments (Proprietary) Limited, recorded in the register on the offer consideration date, who will dispose of his/her scheme shares and become entitled to receive the offer consideration, if the scheme becomes operative ("scheme participants"), will receive R22.50 per African Life ordinary share held (the "announced offer consideration"). The announced offer consideration consists of the base offer consideration of R22.05 per African Life ordinary share held on the offer consideration record date plus an amount of R0.45 per African Life ordinary share representing the ALH additional disposal consideration. Should the ALH disposal not become unconditional on or before the Friday prior to the Court hearing to sanction the scheme, scheme participants registered as such on the offer consideration record date will receive the base offer consideration of R22.05 per African Life ordinary share. In the event that the ALH disposal fails to become unconditional by 15 February 2006, a committee comprising four independent non-executive directors of African Life will attempt to dispose of ALH to a third party, such that the ALH third party disposal becomes unconditional on or before 31 March 2006 (other than for the approval thereof by the Competition Authorities). Should the ALH third party disposal occur as envisaged, scheme participants will receive, in addition to the base consideration, a payment on a per African Life ordinary share basis of 85.5% of any proceeds (net of transaction costs) above R130 million. Revised Salient Dates and Times Initial Dates - Revised Dates -
Salient Dates and Times 10 August 2005 8 September 2005 Last day to trade in African Life ordinary shares in order to be recorded in the register to vote at the scheme meeting on (note 2) Thursday, 15 September Thursday, 15 September Voting record date to determine who may vote at the scheme meeting at 17:00 on Thursday, 22 September Thursday, 22 September Last day to lodge forms of proxy for the scheme meeting by 08:30 and for the general meeting by 09:00 on (note 3) Friday, 23 September Friday, 23 September Scheme meeting to be held at 08:30 and the general meeting by 09:00 (or immediately after the conclusion of the scheme meeting, whichever is the later time) on Monday, 26 September Monday, 26 September Results of the scheme and general meetings released on SENS on Monday, 26 September Monday, 26 September Results of the scheme meeting and general meetings published in the press on Tuesday, 27 September Tuesday, 27 September Expected date of announcement on whether announced offer consideration or base offer consideration will be likely to be paid on the operative date on Friday, 25 November Expected date of court hearing to sanction the scheme on Tuesday, 22 November Tuesday, 29 November If the scheme is sanctioned: Expected date of announcement regarding the sanctioning of the scheme released on SENS on Tuesday, 22 November Tuesday, 29 November Expected date of announcement regarding the sanctioning of the scheme published in the press on Wednesday, 23 November Wednesday, 30 November Expected last day to trade in order to become a scheme participant on (note 4) Friday, 25 November Friday, 2 December Expected date of the suspension of African Life ordinary shares on the JSE from commencement of trade on Monday, 28 November Monday, 5 December Expected offer consideration record date being the date on which scheme participants must be recorded in the register to receive the announced offer consideration or the base offer consideration on Friday, 2 December Friday, 9 December Expected operative date of the scheme on Monday, 5 December Monday, 12 December Expected date on which the announced offer consideration or the base offer consideration will be transferred or posted, as the case may be, to certificated scheme participants (if documents of title are surrendered on or prior to the offer consideration record date) on (note 5) Monday, 5 December Monday, 12 December Expected date on which dematerialised scheme participants have their accounts held at their CSDP or broker credited with the announced offer consideration or the base offer consideration on Monday, 5 December Monday, 12 December Expected date of termination of the listing of African Life ordinary shares on the JSE at commencement of trade on Tuesday, 6 December Tuesday, 13 December Notes: 1. These dates and times are subject to change. Any such change will be released on SENS and published in the press. 2. Shareholders should note that as transactions in ordinary shares are settled in the electronic settlement system used by STRATE, settlement of trades takes place five business days after such trade. Therefore shareholders who acquire ordinary shares after Thursday, 15 September 2005 will not be eligible to vote at the scheme meeting. 3. If a form of proxy for the scheme meeting is not received by the time and date shown above, it may be handed to the chairman of the scheme meeting by no later than 10 minutes before the scheme meeting is due to commence. 4. Ordinary shares may not be dematerialised or rematerialised after Friday, 2 December 2005. 5. Failing receipt of documents of title by the transfer secretaries on or before the consideration record date, the scheme consideration will be posted by the transfer secretaries to certificated scheme participants within five business days of receipt of the documents of title. 6. All dates and times referred to in this document are South African dates and times. Documentation On Wednesday, 7 September 2005 African Life posted a scheme circular to its shareholders in which revised salient dates and times are published. Johannesburg 8 September 2005 Corporate advisor to African Life Metier Sponsor to African Life Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Securities Exchange South Africa Independent advisor to African Life KPMG Corporate law advisor to African Life EDWARD NATHAN (Proprietary) Limited Registration No. 2004/005665/07 Reporting accountants to African Life PricewaterhouseCoopers Inc Chartered Accountants (SA) Registered Accountants and Auditors (Registration no 1998/012055/21) Attorneys to African Life KNOWLES HUSAIN LINDSAY INC ATTORNEYS (Registration number 2000/000004/21) Corporate advisor and transactional sponsor to Sanlam ABSA Corporate & Merchant Bank Attorneys to Sanlam JOWELL GLYN & MARAIS Merchant bank to Momentum RAND MERCHANT BANK A division of FirstRand Bank Limited Attorneys to Momentum Hofmeyr Herbstein & Gihwala Inc. Registration number 1997/001523/21 Date: 08/09/2005 10:30:09 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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